(approved 17 January 1998)
Article I. Name
SECTION 1. The name of this organization will be THE CORRY AREA FINE ARTS COUNCIL, INC., hereinafter to be called the Council.
Article II. Purpose
SECTION 1. The purpose of this organization will be:
a. to stimulate interest and awareness in all forms of art.
b. to promote schools, exhibitions, performances, and productions of artistic and cultural value to the people of the Corry Area.
c. to coordinate the artistic and cultural activities of the Corry area, including, but not limited to, music, theatre, dance, painting, sculpture, architecture, allied arts and crafts, and such other cultural activities of value to the people of Corry.
Article III. Finance
SECTION 1. All of the corporate activities of the Council will be without gain or profit, directly or indirectly, incidental or otherwise to its members.
Article IV. Membership
SECTION 1. The Council will consist of Patrons and Corporate Sponsors.
Patrons: Individuals interested in fostering and supporting the objectives of the Council and who pay the minimum membership dues.
Corporate Sponsors: Businesses or recognized groups in the community interested in the objectives of the Council. Financial support will be at the discretion of the Sponsor, but will not be less than Patron dues.
SECTION 2. Dues for the members will be determined on an annual basis by the Council Board of Directors.
Article V. Rights and Powers of Members
SECTION 1. Patrons and Sponsors will have the right to:
a. elect a minimum of eight and a maximum of 12 directors to the Council Board of Directors.
b. receive all publications of the Council.
c. have their scheduled events listed in the published Council calendar.
d. make use of the services and receive notice of Council meetings.
e. attend the annual Council meeting in January.
Article VI. Board of Directors
SECTION 1. The Board of Directors will consist of a minimum of eight and a maximum of 12 members elected from the membership and the President of the Corry Area Fine Arts Council Auxiliary. The President of the Arts Council Auxiliary must be a Patron of the Arts Council to be a voting member of the Board of Directors. Board members receive no compensation other than reimbursement for expenditures necessary for the transaction of Council business.
SECTION 2. The term of office for any elected Director will be for three years.
SECTION 3. Nominations and election of the members for the Board of Directors will occur at the annual meeting.
a. A slate of nominees for open Director positions will be compiled by a Nominating Committee appointed by the Board President. This will take place at a regular Board meeting at least two months prior to the close of the fiscal year.
b. Nominations from the floor may also be accepted at the annual meeting as per generally accepted rules of parliamentary procedure.
c. Any vacancies occurring during the term of any Director will be filled immediately by vote of the Board. The replacing Director will serve the balance of the unexpired term.
SECTION 4. Officers of the Board will be elected by the Directors at a special Board meeting convened after the annual meeting.
SECTION 5. The duties and powers of the Board of Directors will be to:
a. initiate, control, and supervise the activities of the Council, in such a manner as to accomplish the purposes of this organization, as stated in Article II of the Council Bylaws.
b. to make and change regulations for the management of the business and affairs of the Council.
c. to purchase and otherwise acquire for the Council any property, rights or privileges which the Council is authorized to acquire.
d. to fix and change yearly dues and to notify the membership.
SECTION 6. Resignation, Termination and Absences - Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors. Notification will be made in writing to any Board member prior to termination. The Board member will have 7 days to request a meeting with the Board to appeal the termination.
Section 7. Conflict of Interest - No Board member will vote on any item of business in which s/he has a vested interest. The official minutes will reflect any abstaining votes.
Article VII. Officers
SECTION 1. Officers of the Council Executive Committee will consist of a President, a Vice-President, a Secretary and a Treasurer.
SECTION 2. The duties and powers of the Executive Committee Officers will be as follows:
a. The President will have the power to:
1. preside at all regular and special meetings of the Executive Committee and meetings of the general membership.
2. preside at all the regular and special meetings of the Board of Directors, unless a chairperson has been designated to preside.
3. call all special meetings.
4. take appropriate actions to carry out the resolutions and directions of the Board of Directors.
5. appoint committees, with the approval of the Board of Directors.
6. conduct the business of the Council between meetings, with the concurrence of the Board of Directors.
b. The Vice-President will have the power to:
1. assume all duties and powers of the President in his/her absence.
2. be a chairperson of the Membership Committee.
3. be a member of the Program Committee.
c. The Secretary will have the power to:
1. keep and distribute appropriately accurate minutes of all meetings of the Board of Directors.
2. advise the members of special meetings.
3. carry out the correspondence of the Council not delegated to other officers or committees.
4. serve as the Council's Historian.
d. The Treasure will have the power to:
1. collect and keep in proper custody all funds of the Council, and to expend such funds only in the manner and for the purposes designated by the Board of Directors.
2. be Chairperson of the Budget Committee.
3. arrange for an annual audit to be conducted by March of each year.
SECTION 3. The Treasurer will be bonded.
Article VIII. Committees
SECTION 1. Committees for Budget, Membership, Programs, and Publicity will be appointed by the President with the concurrence of the Board of Directors.
SECTION 2. Ad Hoc and other special committees will be created by the Executive Committee and appointed by the President as needed and will be dissolved if and when they have served their function as determined by the Executive Committee.
SECTION 3. All Committee chairpersons will attend the Board of Director meetings to present their reports.
SECTION 4. The Corry Area Fine Arts Council Auxiliary will be a division of the Corry Area Fine Arts Council, Inc. This Division will have as its primary objective, the promotion of art forms for children and youth.
Article IX. Meetings
SECTION 1. An annual meeting of the general membership will be held in January. There will be at least ten days notice of the annual meeting. At this time, a report of activities of the previous year will be presented by the Board of Directors for approval by the general membership and the floor will be open for recommendations for policies, procedures and activities to be pursued during the current year. This is the only meeting in which the general membership will have the right to vote. The issues put before the general membership will be limited to approval of Board actions during the previous year, acceptance of the Council's Bylaws and the election of Council Board Members.
SECTION 2. Board of Director meetings will be held on a regular basis, not less than six times a year, at a time and place previously designated by the President. There will be at least ten days notice of a meeting of the Board of Directors. These meetings will be for the purpose of hearing committee reports and other appropriate business. Four (4) elected members of the Board will constitute a quorum for the transaction of business in any meeting of the Board of Directors.
SECTION 3. Special meetings will be called by the President or by one third of the Board of Directors. Three days notice will be given by the Secretary.
Article X. Amendment
SECTION 1. These Bylaws may be revised at the annual meeting, providing that notice of the proposed revisions will have been made available to the general membership thirty days prior to the meeting.
SECTION 2. The affirmative vote of a simple majority of the patrons present will be required for the adoption of any amendment or revision.
Article XI. Dissolution
SECTION 1. In the event that this organization should be dissolved for any purpose whatsoever, all assets of the Council, upon concurrence of the Board of Directors, will be transferred to an activity or organization which perpetuates the arts.